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Condensed consolidated interim financial statements of

Mandalay Resources Corporation

March 31, 2015

(Unaudited)

NOTICE OF NO AUDITOR REVIEW OF INTERIM FINANCIAL STATEMENTS

Under National Instrument 51-102, “Continuous Disclosure Obligations”, Part 4, subsection 4.3(3)(a), if an auditor has not performed a review of the interim financial statements, they must be accompanied by a notice indicating that the financial statements have not been reviewed by an auditor. The accompanying unaudited interim financial statements of the company have been prepared by and are the responsibility of the Company’s management. The Company’s independent auditor has not performed a review of these financial statements in accordance with the standards established by the Canadian Institute of Chartered Accountants for a review of interim financial statements by an entity’s auditor.

Mandalay Resources Corporation March 31, 2015

Table of contents Condensed consolidated interim statements of income and other comprehensive income ................................ 1

Condensed consolidated interim statements of financial position ......................................................................... 2

Condensed consolidated interim statements of changes in equity ....................................................................... 3

Condensed consolidated interim statements of cash flows .................................................................................. 4

Notes to the condensed consolidated interim financial statements ................................................................. 5-22

Approved and authorized for issue by the Board on May 12, 2015. (Signed) Bradford A. Mills Bradford A. Mills, Director (Signed) Robert Doyle Robert Doyle, Director

See accompanying notes to the condensed consolidated interim financial statements.

Mandalay Resources CorporationConsolidated interim statements of income and

comprehensive income

three months ended March 31, 2015 and 2014(Expressed in U.S dollars)

(Unaudited)

2015 2014

$'000 $'000

Revenue 56,779 38,092

Cost of operations

Cost of sales excluding depletion and depreciation (Note 15) 30,994 20,376

Depletion and depreciation 9,624 7,284

40,618 27,660

Income from mine operations 16,161 10,432

Expenses

Administration 1,402 1,416

Business development costs 116 274

Share-based compensation (Note 14(b),(c) and (d)) 283 357

Loss on disposal of property, plant and equipment 12 6

Write-off of exploration and evaluation (Note 8) - 294

1,813 2,347

Income from operations 14,348 8,086

Other income (expenses)

Finance costs (Note 16) (1,279) (235)

Gain (loss) on derivative financial instruments (Note 17) 283 105

Interest and other income 171 35

Foreign exchange gain 2,471 (52)

1,646 (147)

Income before income taxes 15,994 7,939

Income taxes expense (recovery) (Note 19)

Current 1,226 642

Deferred 2,284 1,552

Income tax expense 3,510 2,194

Net income for the period 12,484 5,744

Other comprehensive income, net of tax

Item that may subsequently be reclassified to net income (loss) Foreign currency translation (9,571) 1,574

Comprehensive income for the year 2,913 7,318

Income per share (Note 20)

Basic $0.03 $0.02

Diluted $0.03 $0.02

Weighted average number of common shares outstanding (Note 20)

Basic ('000) 408,923 331,686

Diluted ('000) 411,855 346,306

Three months ended

March 31,

Approved and authorized for issue by the Board on May 12, 2015. (Signed) Bradford A. Mills Bradford A. Mills, Director (Signed) Robert Doyle Robert Doyle, Director


Mandalay Resources CorporationConsolidated intreim statements of financial position

as at March 31, 2015 and December 31, 2014(Expressed in U.S dollars)

(Unaudited)

March 31, December 31,

2015 2014

$'000 $'000

(Restated -

note 21)

Assets

Current assets

Cash and cash equivalents 51,954 49,004

Trade and other receivables (Note 6) 32,741 32,142

Inventories (Note 7) 26,178 27,663

Prepaid expenses and other 2,747 2,187

Derivative financial instruments 199 -

113,819 110,996

Non-current assets

Reclamation and other deposits (Note 12) 26,186 28,523

Trade and other receivables (Note 6) 333 343

Property, plant and equipment (Note 8) 212,937 215,940

Intangible asset (Note 9) 125 249

Deferred tax asset (Note 19) 4,728 7,057

244,309 252,112

358,128 363,108

Liabilities

Current liabilities

Five year exchangeable loan (Note 12) 53,945 53,621

Trade and other payables (Note 10) 19,658 23,347

Current portion of borrowings (Note 11) 832 951

Income taxes payable 5,960 2,580

Provisions (Note 13) 2,126 2,707

Derivative financial instruments (Note 17) 2,241 2,854

84,762 86,060

Non-current liabilities

Borrowings (Note 11) 1,685 1,821

Reclamation and site closure costs 40,437 42,721

Deferred tax liability (Note 19) 11,367 11,967

Provisions (Note 13) 556 521

54,045 57,030

138,807 143,090

Equity

Share capital (Note 14) 158,315 158,170

Share option reserve (Note 14) 9,117 8,896

Foreign currency translation reserve (26,824) (17,253)

Retained earnings 78,713 70,205

219,321 220,018

358,128 363,108


Mandalay Resources Corporation

three months ended March 31, 2015 and 2014(Expressed in U.S dollars)

(Unaudited)

March 31,

2015 2014

$'000 $'000

Operating activities

Net income 12,484 5,744

Adjustments to reconcile net income to net cash flows from

operating activities

Amortization of intangible assets 125 125

Depletion and depreciation 9,631 7,291

Share-based compensation 283 357

Loss (gain) on disposal of property, plant and equipment 12 6

Write-off of exploration and evaluation - 294

Finance cost 1,279 235

Unrealized loss (gain) on derivative financial instruments (283) (241)

Interest and other income (171) (35)

Foreign exchange (gain) loss (2,369) 107

Income tax expense 3,698 2,194

Change in non-cash operating working capital items

Trade and other receivables (2,297) (10,647)

Inventories 597 (1,651)

Prepaid expenses and other (701) (957)

Trade and other payables (297) 2,157

Provisions (81) 370

Cash generated from operations 21,910 5,349

Income taxes paid

Interest and other income received 171 35

Interest paid (881) (36)

Net cash flows from operating activities 21,200 5,348

Investing activities

Payment/(recovery) for reclamation deposit and others (158) (29)

Expenditure for property, plant and equipment (13,001) (10,422)

Proceeds on disposal of property, plant and equipment 2 -

Acquisition of Challacollo (Note 4) - (7,501)

Net cash flows used in investing activities (13,157) (17,952)

Financing activities

Proceeds from borrowings 4 -

Issuance of common shares for cash 86 2,253

Purchase of common shares for cancellation - (22)

Dividends paid (Note 14 (e)) (3,976) (2,344)

Net cash flows used in financing activities (3,886) (113)

Effects of exchange rate changes on the balance of cash and cash equivalents

held in foreign currencies (1,207) (753)

Increase (decrease) in cash and cash equivalents 2,950 (13,470)

Cash and cash equivalents, beginning of the period 49,004 33,465

Cash and cash equivalents, end of period 51,954 19,995

Cash and cash equivalents are comprised of

Cash 51,954 19,995

Cash equivalents - -

51,954 19,995

Three months ended

Consolidated interim statements of cash flows

Mandalay Resources Corporation Notes to the condensed consolidated interim financial statements

March 31, 2015 and 2014 (Expressed in U.S. dollars) (Unaudited)

Page 5

1. Description of business and nature of operations

Mandalay Resources Corporation (“Mandalay” or the “Company”) is a gold, silver and antimony producer engaged in mining and related activities including acquisition, exploration, extraction, processing and reclamation. Mandalay’s assets include the Costerfield gold and antimony mine in Australia (“Mandalay Australia”), the Cerro Bayo silver and gold mine in Chile (“Cerro Bayo”), the Björkdal gold mine in Sweden, as well as other exploration projects in Chile and Canada.

Mandalay is incorporated in the province of British Columbia, Canada. The Company’s shares are listed on the Toronto Stock Exchange (“TSX”).The head office and principal address of the Company is 76 Richmond Street East, Suite 330, Toronto, Canada, M5C 1P1.The Company’s registered office is located at 1900 - 355 Burrard Street, Vancouver, British Columbia, V6C 2G8.

2. Basis of preparation

These unaudited condensed consolidated interim financial statements, including comparatives, have been prepared in accordance with International Accounting Standard (“IAS”) 34Interim Financial Reporting and IFRS 3.

The preparation of financial statements requires management to make judgments, estimates and assumptions that affect the application of policies and reported amounts of assets and liabilities, and revenue and expenses. The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis of making the judgments about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimate is revised if the revision affects only that period or in the period of the revision and future periods if the review affects both current and future periods.

Judgments made by management in the application of International Financial Reporting Standards (“IFRS”) that have a significant effect on the financial statements and estimates with a significant risk of material adjustment in the current and following fiscal years are discussed in Note 2 (t), of the Company’s audited consolidated financial statements for the year ended December 31, 2014.

3. Summary of significant accounting policies

The preparation of financial data is based on accounting principles and practices consistent with those used in the preparation of the audited annual financial statements as at March 31, 2015.The accompanying unaudited condensed consolidated interim financial statements should be read in conjunction with the Company’s audited consolidated financial statements for the year ended December 31, 2014.

New accounting pronouncement

(a) IFRS effective for annual periods beginning on or after January 1, 2015

Effective January 1, 2015, the Company adopted new and revised International Financial Reporting Standards that were issued by IASB. The application of the following standards has not had any material impact on the amounts reported for the current and prior years but may affect the accounting for future transactions or arrangements.

(i) Amended Standard IAS 32 - Financial Instruments: Presentation

These amendments clarify the meaning of ’currently has a legally enforceable right to set-off’ and the criteria for non-simultaneous settlement mechanisms of clearing houses to qualify for offsetting and is applied retrospectively.

(ii) Amended Standard IAS 39 — Financial Instruments: Recognition and Measurement



Page 6

3. Summary of significant accounting policies (continued)

These amendments provide relief from discontinuing hedge accounting when novation of a derivative designated as a hedging instrument meets certain criteria and retrospective application is required.

(iii) Interpretation : IFRIC 21 – Levies

IFRIC 21 clarifies that an entity recognizes a liability for a levy when the activity that triggers payment, as identified by the relevant legislation, occurs. For a levy that is triggered upon reaching a minimum threshold, the interpretation clarifies that no liability should be anticipated before the specified minimum threshold is reached. Retrospective application is required for IFRIC 21.

(iv) Amendment to IAS 36 - Impairment of Assets

The amendment clarifies the disclosures required in relation to the recoverable amount of impaired assets if that amount is based on fair value less costs of disposal.

(b) Accounting standards issued but not yet effective

The Company has not early adopted these new and amended standards. The Company is currently assessing the impact of the following standards and plans to adopt the new standards on the required effective dates.

IFRS 9 – Financial Instruments

In July 2014, the IASB issued the final version of IFRS 9 Financial Instruments which reflects all phases of the financial instruments project and replaces IAS 39 - Financial Instruments: Recognition and Measurement and all previous versions of IFRS 9. The standard introduces new requirements for classification and measurement, impairment, and hedge accounting. IFRS 9 is effective for annual periods beginning on or after January 1, 2018, with early application permitted. Retrospective application is required, but comparative information is not compulsory. IFRS 15 - Revenue from Contracts with Customers IFRS 15 was issued in May 2014 and establishes a new five-step model that will apply to revenue arising from contracts with customers. Under IFRS 15 revenue is recognized at an amount that reflects the consideration to which an entity expects to be entitled in exchange for transferring goods or services to a customer.

The principles in IFRS 15 provide a more structured approach to measuring and recognizing revenue.

The new revenue standard is applicable to all entities and will supersede all current revenue recognition requirements under IFRS. Either a full or modified retrospective application is required for annual periods beginning on or after January 1, 2017 with early adoption permitted. The group is currently assessing the impact of IFRS 15 and plans to adopt the new standard on the required effective date.

4. Acquisition of Minera Silver Standard Chile S.A.

On February 6, 2014, the Company closed its acquisition of 100% of Minera Silver Standard Chile S.A. (“MSSC”) from Silver Standard Resources, Inc. (“SSR”). MSSC owns the Challacollo silver exploration property near Iquique, Chile. The Company acquired MSSC in exchange for the following consideration:

(i) $7.5 million in cash;

(ii) 12 million common shares of the Company;



Page 7

4. Acquisition of Minera Silver Standard Chile S.A. (continued)

(iii) 5 million common shares of the Company to be issued to SSR at the end of the quarter in which commercial production commences at the Challacollo project (the “Deferred Payment Shares”);

(iv) an aggregate cash payment equal to the equivalent of 240,000 ounces of silver, payable in eight quarterly installments based on the average silver price for such quarter (i.e., cash payment equal to the equivalent of 30,000 ounces of silver for each quarter), beginning with the quarter immediately following the quarter in which commencement of commercial production occurs (the “Silver Delivery Consideration”); and

(v) a 2% Net Smelter Returns (“NSR”) royalty on silver sold from the Challacollo project in excess of 36 million ounces, with a cap/buyout of $5 million.

Until all of the consideration is paid, the shares of MSSC and all of the present and future assets of MSSC are provided to SSR as security for Mandalay’s post-closing payment obligations to SSR.

The Company determined that MSSC was not a business in accordance with IFRS 3, Business Combinations, and therefore the Company accounted for the acquisition as an asset acquisition rather than a business combination. The NSR, Deferred Payment Shares and the Silver Delivery Consideration are considered to be contingent liabilities. These contingent liabilities have not been included in the purchase consideration and shall only be recognized if and when the contingency in question is satisfied.

The following table summarizes the fair value of the consideration transferred to SSR and the fair value of MSSC’s net assets acquired:

5. Acquisition of Elgin Mining Inc.

On September 9, 2014, the Company completed the acquisition of Elgin Mining Inc. (“Elgin”). Elgin was a Canadian-based company focused on gold production at the Björkdal gold mine in Sweden. In addition, Elgin’s portfolio included the Lupin and Ulu gold properties located in Nunavut, Canada.

The Company acquired all of the issued and outstanding shares of Elgin for (i) $24.5 million (C$27 million) in cash; (ii) issuance of 50 million common shares of the Company; and (iii) $4.6 million (C$5 million) in cash to repay an existing bridge loan of Elgin.

The transaction is being accounted for as a business combination with the Company identified as the acquirer. The acquisition has been accounted for on a preliminary basis taking into account the information available at the time these consolidated financial statements were prepared. The fair values related to property, plant and equipment, including stockpiled ore, disclosed above are preliminary as at

Particulars Amount

$'000

Initial cash payout 7,501

Issuance of 12 million shares 9,188

Acquisition cost 264

Purchase Consideration 16,953

Net assets acquired

Net working capital acquired 595

Property, plant and equipment 16,358

Net identifiable assets 16,953



Page 8

5. Acquisition of Elgin Mining Inc. (continued)

December 31, 2014, due to the complexity of the acquisition and the inherent uncertain nature of valuing mining interests, plant and equipment and exploration and evaluation assets. No value has been allocated to goodwill in the preliminary purchase allocation as all incremental values have been allocated to the property, plant and equipment, specifically to exploration and evaluation assets. The purchase price allocation is preliminary and will be finalized upon the completion of a mine plan, which will utilize the Company’s recently issued reserve report, and the subsequent completion of a valuation completed by a third party valuator. It is expected these activities will be completed by the second quarter of 2015.

The preliminary values allocated to property, plant and equipment are as follows:

($'000)

Cash consideration paid 24,514

Cash consideration paid for repayment of Bridge loan 4,663

Equity instruments (50 million common shares of the

Company)49,037

Total purchase price 78,214

Cash and cash equivalents 5,914

Trade and other receivables 7,966

Inventories 7,893

Prepaid expenses and other 1,107

Reclamation and other deposits 27,168

Property, plant and equipment 79,284

Trade and other payables (10,869)

Deferred tax liabilities (12,249)

Income taxes payable (206)

Long-term debt (3,377)

Reclamation and site closure costs (24,417)

Net assets acquired 78,214

Cash paid 29,177

Net cash acquired (5,914)

Net cash flow on acquisition 23,263

Björkdal Other Total

($'000) ($'000) ($'000)

Mineral property 21,200 - 21,200

Property, plant and equipment 12,355 3,317 15,672

Exploration and evaluation 38,460 3,952 42,412

Total 72,015 7,269 79,284



Page 9

5. Acquisition of Elgin Mining Inc. (continued)

These values may change upon the finalization of the purchase price allocation and goodwill may also be recognized.

6. Trade and other receivables

Trade and other receivables are comprised of the following:

The allowance for doubtful accounts was $ Nil at March 31, 2015, and $ Nil at December 31, 2014.

Sales of certain commodities are provisionally priced such that the price is not settled until a predetermined future date based on the market price at that time. Revenue for these sales is initially recognized at the current market price. Provisionally priced sales are marked to market at each reporting period date using the forward price for the period equivalent to that outlined in the contract. This mark-to-market adjustment is recorded as an adjustment to revenue and trade receivables.

7. Inventories

The amount of inventories recognized in cost of sales for three months ended March 31, 2015 is $40,618,000 (2014 - $27,659,711).

There were no inventory write-downs or reversals of write-downs during the three months ended March 31, 2015 or 2014.


2015 2014

($'000) ($'000)

Trade receivables 24,390 27,130

Mark to market adjustment 1,376 -

VAT and other indirect tax receivables 6,302 3,951

Other receivables 1,006 1,404

33,074 32,485

Less: non-current portion 333 343

Total current portion 32,741 32,142


2015 2014

($'000) ($'000)

Finished goods 10,993 11,567

Work in progress and stockpiled ore 3,779 4,089

Consumables 11,406 12,007

26,178 27,663



Page 10

8. Property, plant and equipment

Property, plant and equipment consist of the following:

For three months ended March 31, 2015, Cerro Bayo’s plant and equipment depreciation of $153,623 and at Costerfield $16,908 were capitalized in mining interest (2014 –at Cerro Bayo$188,447 and at Costerfield $47,983).

Total

Costerfield Cerro Bayo Björkdal Costerfield Cerro Bayo Björkdal Others Costerfield Cerro Bayo Björkdal Others

($'000) ($'000) ($'000) ($'000) ($'000) ($'000) ($'000) ($'000) ($'000) ($'000) ($'000) ($'000)

Cost

As at January 1, 2014 41,869 43,993 - 26,447 34,471 - 586 5,164 5,788 - 14,365 172,685

Acquisition - - 21,200 - - 12,355 3,317 - - 38,460 20,310 95,642

Additions 18,774 9,387 2,565 4,951 8,166 567 143 3,609 1,788 364 6,955 57,268

Disposals - - - (1,707) - - (379) - - (31) (165) (2,283)

Reclassification to mining interest 4,688 2,034 - - - - - (4,688) (2,034) - - -

Write-off of exploration and evaluation - - - - - - - (1,303) (1,242) - - (2,545)

Foreign exchange (4,590) - (1,909) (2,629) - (1,389) (109) (752) - (55) (1,319) (12,752)

As at December 31, 2014 60,741 55,414 21,856 27,062 42,637 11,533 3,558 2,030 4,300 38,738 40,146 308,015

Additions 3,173 1,936 1,782 1,566 1,916 772 5 301 61 519 1,119 13,150

Disposals - - - (115) - - - - - - - (115)

Reclassification to mining interest 281 - - - - - - (281) - - - -

Write-off of exploration and evaluation - - - - - - - - - - - -

Foreign exchange (3,116) - (993) (1,920) - (904) (79) (485) - (1,105) 68 (8,534)

As at March 31, 2015 61,079 57,350 22,645 26,593 44,553 11,401 3,484 1,565 4,361 38,152 41,333 312,516

Accumulated depreciation

As at January 1, 2014 16,965 19,054 - 5,840 16,928 - 139 - - - - 58,926

Acquisition - - - - - - - - - - - -

Expense 13,285 12,702 1,532 2,086 6,240 1,131 162 - - - - 37,137

Disposals - - - (948) - - - - - - - (948)

Foreign exchange (2,325) - - (705) - - (10) - - - - (3,041)

As at December 31, 2014 27,925 31,756 1,532 6,273 23,168 1,131 290 - - - - 92,075

Expense 2,897 2,631 952 664 1,789 818 50 - - - - 9,801

Disposals - - - (101) - - - - - - - (101)

Foreign exchange (1,688) - - (497) - - (11) - - - - (2,196)

As at March 31, 2015 29,134 34,387 2,484 6,339 24,957 1,949 329 - - - - 99,579

Carrying value

As at January 1, 2014 24,904 24,939 - 20,607 17,544 - 447 5,164 5,788 - 14,365 113,759

As at December 31, 2014 32,816 23,658 20,324 20,789 19,469 10,402 3,268 2,030 4,300 38,738 40,146 215,940

As at March 31, 2015 31,945 22,963 20,161 20,254 19,596 9,452 3,155 1,565 4,361 38,152 41,333 212,937

Mining interests Plant and equipment Exploration and evaluation


March 31, 2015 and 2014 (Unaudited) (Expressed in U.S. dollars)

Page 10

9. Intangible asset

In June, 2012, the Company reached an agreement with its union workers in Chile and paid a lump-sum cash payment of $1,414,082 to secure the contract. This payment is recorded as an intangible asset and amortized over the contractual life of the union agreement (three years). The carrying amount of the intangible asset as at March 31, 2015 is $124,675 (December 31, 2014 - $249,376). Amortization expense for the three months ended March 31, 2015 of $124,701 (2014 - $124,701) is recorded as part of cost of sales.

10. Trades and other payables

The average credit period of purchases is one month. The Company has financial risk management policies that provide reasonable assurance that all payables are paid within the pre-agreed credit terms.

Mark to market adjustment relates to revaluation of trade debtors.

11. Borrowings

Equipment loans

The Company’s wholly-owned Swedish subsidiary, Björkdalsgruvan AB, has a closing balance as at March 31, 2015 of $1.2 million for an equipment loan facility (the “Equipment Facility”) with a local Swedish bank to finance certain capital expenditures which bears variable interest at the 3-month STIBOR plus 2.16% per annum, is repayable in monthly installments plus interest, over a term of 36 to 39 months from the three months ended March 31, 2015. The Equipment facility is secured by the underlying equipment and by a corporate guarantee provided by the Company.

In addition to the Equipment Facility, Björkdalsgruvan AB also has equipment leases totaling $1.3 million. These leases financed 80% of the equipment purchase cost, bear interest at the 1-month STIBOR plus 2.05% per annum with monthly lease payments over a term of 36 to 39 months from the three months ended March 31, 2015, and have an equipment buy-out option at the end of the lease term equal to 10% of the original equipment purchase cost.

12. Five year exchangeable loan

In May 2014, Mandalay issued $60 million of debt securities at an interest rate of 5.875% for proceeds of $60 million by way of a concurrent offering of senior exchangeable bonds (the "Bonds") issued by Gold Exchangeable Limited (the “Issuer”), an unaffiliated special purpose vehicle incorporated in Jersey. The Company, through its wholly owned subsidiary Mandalay Resources Finance Limited, borrowed the


2015 2014

($'000) ($'000)

Trade payables 10,281 10,386

Accrued liabilities 6,841 8,626

Cash election option (Note 14(b)) 111 125

Mark to market adjustment (Note 24) - 2,373

Payroll and other taxes payable 2,425 1,837

19,658 23,347



Page 11

12. Five year exchangeable loan (continued)

proceeds of the Bond offering from the Issuer under the terms of a loan agreement and related funding agreement (the “Loan”) which together mirror the principal terms of the Bonds.

Beginning on June 23, 2014, each Bond-holder has the right to exchange the principal amount of its Bonds for shares in the SPDR Gold Trust (“Gold Shares”) based on the then-applicable exchange price. The initial exchange price is $149.99 per Gold Share, which, at the initial issuance date of the Bonds, was equivalent to a gold price of $1,556 per ounce. The exchange price is subject to adjustment in the event of changes to the constitution of the SPDR Gold Trust (e.g., share splits and consolidation) or changes to the way in which Net asset value (NAV) of the SPDR Gold Trust or Gold Shares is calculated.

If a Bond-holder exercises its exchange rights, the Issuer will give notice to the Company, and the Company will be required to deliver the requisite number of Gold Shares (less the number of Gold Shares, if any, being released from the Custody Account in connection with the exchange) to the Bond- holder.

Starting on May 14, 2017, the Company is required to start depositing, on a quarterly basis, Gold Shares into a depositary account maintained by The Bank of New York Mellon, London Branch. The depositary account serves as security for the Issuer’s obligations to the Bondholders. The number of Gold Shares that must be deposited on each quarterly instalment date is determined in accordance with the following formula: DSI = (1 / A) x ((B / C) – D) Where: DSI is the number of Gold Shares to be registered in the custody account on the relevant instalment date; “A” is the number of instalment dates remaining (including the relevant instalment date); “B” is the aggregate principal amount of the Bonds outstanding as at the relevant instalment date; “C” is the then prevailing exchange price for the Bonds; and “D” is the number of Gold Shares that are held in the custody account immediately before the relevant instalment date.

The Issuer may redeem the Bonds at its option:

any time after June 13, 2017, if the closing price of the Gold Shares exceeds 130% of the exchange price for at least 20 trading days in any 30 consecutive trading day period; or

any time, if $9 million or less in the principal amount of the Bonds remains outstanding.

The Company has equivalent redemption rights with respect to the Loan. If the Company exercises its redemption rights under the Loan, the Issuer will exercise its optional redemption rights under the Bonds.

12. Five year exchangeable bonds (continued)

Following is a summary of the carrying amount of the loan:



Page 12

As the Bondholder’s have the right to exchange the principal amount for Gold Shares any time after June 23, 2014, the Company has classified the carrying amount of the loan as a current liability in the consolidated statement of financial position of the Company as at March 31, 2015.

13. Provisions

(i) Costerfield and Cerro Bayo provide for vacation provisions for their current employees in accordance with statutory requirements.

(ii) Cerro Bayo provides for certain severance payments in accordance with statutory requirements.

14. Share capital

At March 31, 2015, the Company had unlimited authorized common shares without par value and 408,963,095 common shares outstanding (December 31, 2014 - 408,758,095 common shares). All outstanding shares are fully paid.

(a) Shares issued

For the three months ended March 31, 2015, the Company issued its common shares upon exercise of share options and warrants by their holders (Note 14 (b) and (e)).

14. Share capital (continued)

(b) Stock options

$'000

Principal issued 60,000

Fund raising expenses (2,992)

Fair value allocated to derivative (4,634)

Debt as at May 13, 2014 52,374

Accretion 1,111

Interest payable 460

Debt balance as at March 31, 2015 53,945

Employee

benefits

($'000)

Balance, December 31, 2014 3,229

Additions 490

Amounts paid (861)

Foreign exchange (176)

Balance, March 31, 2015 2,682

Less: current portion 2,126

Total non-current portion 556



Page 13

The Company has established a “rolling” stock option plan (the “Plan”) in compliance with the TSX’s policy for granting stock options. Under the Plan, the maximum number of shares reserved for issuance may not exceed 10% of the total number of issued and outstanding common shares. The exercise price of each option shall not be less than the market price of the Company’s stock at the date of grant. Options generally vest over two to three years and have a maximum term of seven years from the date of grant.

The Company has amended its stock option plan whereby option holders resident in Australia have a choice of receiving cash in the amount equal to the differences between the exercise price and the market price of the Company’s share at the date of exercise. The cash election option expires two days after the vesting date. The share purchase option remains exercisable until the end of the term which is generally five years from the date of grant. As a result of this amendment, the Company reclassified $197,356 from share option reserve to derivative financial instruments in 2013. Subsequently, the liability is re measured at fair value. As at March 31, 2015, the liability is $110,964 (2014-$129,807).The Company recognized a fair value measurement gain/ (loss) of $116,098 for the three months ended March 31, 2015 (2014 - $3,064) which is included in share-based compensation.

During the three months ended March 31, 2015, the Company paid $ Nil upon exercise of stock options under the cash election option. As at March 31, 2015, 2,020,000 stock options with the cash election option are outstanding.

Weighted

average

Number of exercise

options price

('000) C$

Balance, December 31, 2013 16,073 0.73

Granted 4,555 0.98

Forfeited (675) 1.01

Exercised-equity issuance (3,005) 0.39

Balance, December 31, 2014 16,948 0.85

Granted 5,120 0.91

Forfeited (50) 0.83

Exercised-equity issuance (205) 0.54 Balance, March 31, 2015 21,813 0.87



Page 14


(b) Stock options (continued)

The following table summarizes information about the stock options outstanding at March 31, 2015:

(c) Share-based compensation

For the three months ended March 31, 2015, the Company recorded $283,000 (2014 - $356,836) as share-based compensation expense and recorded this amount in share option reserve. The value was determined using the Black-Scholes option pricing model. A weighted average grant-date fair value was C$0.91 (2014 - C$0.98) for the three months ended March 31 2015, and was calculated using the following weighted average assumption. Expected stock price volatility is based on the Company’s historical share price volatility.

Options exercisable

Weighted

average Weighted Weighted

Number of remaining average Number of average

stock options contractual exercise options exercise

outstanding life (years) price exercisable price

C$ C$

50,000 1.26 0.76 50,000 0.76

370,000 1.03 0.58 370,000 0.58

2,992,500 0.95 0.56 2,992,500 0.56

300,000 0.52 0.33 300,000 0.33

700,000 0.41 0.26 700,000 0.26

250,000 1.67 0.70 250,000 0.70

3,662,500 1.94 0.83 3,662,500 0.83

3,942,500 2.97 1.13 - 1.13

4,305,000 3.98 0.98 - 0.98

120,000 4.60 0.93 - 0.93

5,120,000 4.98 0.91 - 0.91

21,812,500 1.86 0.87 8,325,000 0.65

Options outstanding



Page 15


(c) Share-based compensation (continued)

Three months ended

March 31,

2015 2014

Risk free interest rate 0.59% 1.06%

Expected dividend yield 3.49% 3.43%

Expected option life (years) 5.00 5.00

Expected stock price volatility 47.87% 62.98%

Expected annual forfeiture rate 5% 5%

(d) Restricted Share Unit Awards

During the year ended December 31, 2013, the Company adopted a Restricted Share Unit Plan (the “RSU Plan”) and granted Restricted Share Units (“RSUs”) to certain directors. Under the RSU Plan, those directors granted RSUs will receive the Company’s common shares at no cost at the end of vesting periods which are based on graded vesting over three years. Each RSU entitles the holder to one common share. The number of granted RSUs is subject to an upward adjustment based on the Company’s dividend declarations during the vesting period. The RSU value is determined based on the fair value of the Company’s share at the grant date and amortized over the vesting period, which is recorded in share-based compensation and share option reserve.

The number of outstanding RSUs as at March 31, 2015 is as follows:

Number of

RSU's

Balance, December 31, 2014 211,004

Granted 302,861

Outstanding at March 31, 2015 513,865

For the three months ended March 31, 2015, the company recorded $15,744 (2014 - $47,783) as share based compensation relating to RSUs.

(e) Dividends

On February 17, 2015, the Board of Directors declared a dividend in the amount of C$0.0121 per common share, based on the Company’s operating results for the three months ended December 31, 2014, payable to shareholders of record as of February 27, 2015. Total payment of $3,976,068 was made during the three months ended March 31, 2015 (2014 - $2,344,012).



Page 16

15. Cost of sales

The cost of sales for the three months ended March 31, 2015 and 2014 consists of:

16. Finance Costs:

The finance costs for the three months ended March 31, 2015 and 2014, consists of:

17. Derivative financial instruments

(a) Conversion feature under five year exchangeable bond.

The Company has valued the conversion feature of the Loan (Note 12) using the Black Scholes option pricing model and determined the value of $4,633,984 at the date of May 13, 2014. For three months ended March 31, 2015, the derivative value of the conversion feature amounts to $2,241,118 and is recorded in derivative financial instruments on the consolidated statements of financial position. The Company recorded a fair value measurement gain of $612,914 for three months ended March 31, 2015. The value was estimated using the following Level 2 assumptions: risk free interest rate of 0.50%; volatility of 18%, gold forward curve adjustment of -0.37%.

(b) Oil call option

On December 15, 2014, the Company entered into a crude oil call for a notional amount of 120,000 barrels of crude oil at an exercise price of $60.50 per barrel. As at March 31, 2015, the derivative has a carrying value of $198,565 recorded as current asset in the consolidated financial statements.

Three months ended

March 31,

2015 2014

$ $

Raw materials and consumables 12,024 8,032

Salary and employee benefits 9,347 8,988

Contractors 4,011 835

Change in inventories 258 (2,452)

Royalty 582 446

Other 4,772 4,527

30,994 20,376

Three months ended

March 31,

2015 2014($'000) ($'000)

Interest on borrowings 1,207 124

Accretion of reclamation and site closure costs 72 111

1,279 235



Page 17

17. Derivative financial instruments (continued)

(c) Marketable securities

In context of the Elgin acquisition, the Company acquired marketable securities with a fair market value of $189,629 as at March 31, 2015, recorded in trade and other receivables on the statement of financial position. These securities are stated at fair value with any resulting gain or loss recognized in income or loss. The Company recorded a fair value measurement loss of $13,208 for three months ended March 31, 2015.

18. Fair value measurement

The fair values of cash and cash equivalents, trade and other receivables (non-provisional pricing portion), reclamation and other deposits, and trade and other payables approximate their carrying value due to the nature of these items. The fair value of the five year exchangeable bonds approximate their carrying value as it was recently issued.

The Company has certain financial assets and liabilities that are measured at fair value. The fair value hierarchy establishes three levels to classify the inputs to valuation techniques used to measure fair value. Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2 inputs are quoted prices in markets that are not active, quoted prices for similar assets or liabilities in active markets, inputs other than quoted prices that are observable for the asset or liability (for example, interest rate and yield curves observable at commonly quoted intervals, forward pricing curves used to value currency and commodity contracts and volatility measurements used to value option contracts), or inputs that are derived principally from or corroborated by observable market data or other means. Level 3 inputs are unobservable (supported by little or no market activity). The fair value hierarchy gives the highest priority to Level 1 inputs and the lowest priority to Level 3 inputs.

As at March 31, 2015, provisional pricing feature of trade receivables, financing warrants, cash election option and the conversion feature under the five year exchangeable bond are measured on a recurring basis and based on Level 2 inputs.

19. Income tax

The Company uses the liability method of accounting for income taxes. Deferred tax is recognized on temporary differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable income and on the carry forward of tax losses and tax credits. Deferred tax assets are generally recognized for all deductible temporary differences to the extent that it is probable that taxable profits will be available against which those deductible temporary differences can be utilized.

During the three months ended March 31, 2015, the Company recognized $1,333,710 (2014- $1,077,370) as deferred tax expense for Mandalay Australia, $668,755 ($474,948) as deferred tax expense for Cerro Bayo and $281,673 as deferred tax expense for Björkdal.



Page 18

20. Income per share

As at March 31, 2015, the weighted average number of common shares for the purpose of diluted income per share reconciles to the weighted average number of common shares used in the calculation of basic income per share were as follows:

The following potential stock options are anti-dilutive and are therefore excluded from the weighted average number of common shares outstanding for the purpose of diluted income per share calculation because their exercise price exceeded the daily weighted average market values of the common shares for the three months ended March 31, 2015 of C$0.94 (three months ended March 31, 2014 (C$0.90), respectively:

21. Restatement

In preparing the consolidated interim financial statements for the three month period ended March 31, 2015 and 2014, the Company determined that a Chilean provision relating to termination payments, which had grown by immaterial amounts over several years, had been incorrectly recorded as the amounts did not meet the criteria for recognition under IFRS 19 Employees Benefits. The amount of the provision as at December 31, 2014 was $3.2 million with a corresponding deferred tax asset of $0.9 million.

In addition, the Company determined that the deferred income tax asset in Australia was overstated due to incorrectly transferring immaterial amounts of tax basis from exploration assets to developed mine properties over several years. The deferred income tax asset as at December 31, 2014 was $1.1 million.

The impact to the consolidated interim statement of financial position as at December 31, 2014 as a result of these corrections is as follows:

March 31,

2015 2014

('000) ('000)

Basic weighted average number of shares outstanding 408,923 331,686

Effective of diluted securities

Stock options 2,682 4,073

Warrants - 10,239

RSU 249 308

Diluted weighted average number of shares outstanding 411,854 346,306

Three months ended

Three months ended March 31,

2015 2014

('000) ('000)

Stock options 8,248 8,324



Page 19

21. Restatement (continued)

The correction also resulted in an adjustment to increase opening retained earnings (i.e. as at January 1, 2014) by $1.2 million with no corresponding adjustment made to either or the consolidated statements of income and comprehensive income or cash flows for any of the three month periods ended March 31, 2014, June 30, 2014, September 30, 2014 or December 31, 2014 nor for the years ended December 31, 2014 or 2013.

Previously

reported

Effect of

correction Restated

($'000) ($'000) ($'000)

Dr/(Cr) Dr/(Cr) Dr/(Cr)

Provisions (non current liability) (3,754) 3,233 (521)

Deferred tax asset 9,050 (1,993) 7,057

Retained earnings (68,965) (1,240) (70,205)

Total (63,669) - (63,669)



Page 20

22. Segmented information

The Company manages its operations by geographical location. These reportable operating segments are summarized in the table below:

Three months ended on March 31, 2015

Australia Chile Sweden Canada Total

($'000) ($'000) ($'000) ($'000) ($'000)

Revenue 17,588 22,900 16,291 - 56,779

Depletion and depreciation

(including corporate offfice depreciation) (3,544) (4,281) (1,770) (35) (9,630)

Income (loss) from operations 5,644 3,425 5,396 (117) 14,348

Other income (expense), except for fair value

adjustment on derivatve financial warrants (95) (265) 32 1,690 1,362

Income (loss) for underlying operations 5,549 3,160 5,428 1,573 15,710

Income for underlying operations per share

Basic $0.04

Diluted $0.04

Fair value adjustments gain (loss)

Five year exchangeable bonds (Note 11) - - - 613 613

Marketable Securities - - - (13) (13)

Oil derivative - - - (317) (317)

Total fair value adjustment - - - 283 283

Net income (loss) before income tax 5,549 3,161 5,428 1,856 15,994

Current tax expense - (381) (845) - (1,226)

Deferred tax recovery (expense) (1,334) (668) (282) - (2,284)

Net income (loss) 4,215 2,112 4,301 1,856 12,484

Income (loss) per share

Basic $0.03

Diluted $0.03

Cash expenditures for property, plant and equipment 5,024 4,904 3,073 - 13,001

Total non-current assets as at March 31,2015 56,420 87,363 69,959 30,567 244,309

Total assets as at March 31,2015 73,525 134,970 89,552 60,081 358,128

Total liabilities as at March 31,2015 10,352 26,429 25,071 76,955 138,807



Page 21

22. Segmented information (continued)

Three months ended on March 31, 2014

Australia Chile Sweden Corporate Total

($'000) ($'000) ($'000) ($'000) ($'000)

Revenue 15,967 22,125 - - 38,092

Depletion and depreciation

(including corporate offfice depreciation) (3,337) (3,947) - - (7,284)

Income (loss) from operations 2,784 6,076 - (774) 8,086

Other income (expense), except for fair value

adjustment on derivatve financial warrants (203) (147) - 98 (252)

Income (loss) for underlying operations 2,581 5,929 - (676) 7,834

Income for underlying operations per share

Basic $0.02

Diluted $0.02

Fair value adjustments gain (loss)

Currency Hedge Contract 212 - - - 212

Financing warrants - - - (107) (107)

Total fair value adjustment 212 - - - 105

Net income (loss) before income taxes 2,793 5,929 - (783) 7,939

Current tax expense - (642) - - (642)

Deferred tax recovery (expense) (1,078) (475) - - (1,553)

Net income (loss) 2,793 5,287 - (783) 5,744

Income (loss) per share

Basic $0.02

Diluted $0.02

Cash expenditures for property, plant and equipment 6,274 4,148 - - 10,422

Total non-current assets as at December 31,2014 60,007 87,615 71,883 32,607 252,112

Total assets as at December 31,2014 74,664 134,532 89,248 64,663 363,108

Total liabilities as at December 31,2014 8,560 28,631 25,979 79,920 143,090



Page 22

22. Segmented information (continued)

For the three months ended March 31, 2015, the Company had six customers from which it earned more than 10% of its total revenue (2013 - four). Revenue from these customers is summarized as follows:

23. Subsequent event

On May 12, 2015, the Board of Directors declared a dividend in the amount of $0.0083 per share (C$0.0101 per share), payable on June 1, 2015 to shareholders of record as of May 22, 2015.

Three month ended

March 31, March 31,

2015 2014

$ $

Mandalay Australia (gold and antimony)

Customer 1 8,976 10,112

Customer 2 4,872 5,855

13,848 15,967

Cerro Bayo (silver and gold)

Customer 3 13,549 14,553

Customer 4 6,407 4,500

19,956 19,053

Björkdal (gold)

Customer 5 1,227 -

Customer 6 1,060 -

2,287 -

Total 36,091 35,020

mandalay resources corporation€¦ · mandalay resources corporation notes to the condensed...

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